London - 8 November 2017Manchester - 23 November 2017

Terms and Conditions ("Conditions")

1. Use of the Optimus Education Website and Optimus Information Services

1.1 The website located at www.optimus-education.com (or any replacement website from time to time) (the "Website") is owned and operated by Optimus Education Limited ("Optimus Education"), a company registered in England and Wales with Company Registration Number 5791519 whose registered office is Prospects House, 19 Elmfield Road, Bromley, Kent BR1 1LT. Our VAT number is 801904361.

1.2 The Website provides the various Optimus information services, which include the Knowledge Centre, our In-House Training materials (the "Optimus Information Services") and other products/services as detailed on the Website. The Optimus Information Services and other products and services are collectively defined as the "Services".

1.3 By using this Website and the Services you are agreeing to be bound by these Conditions and our Privacy Policy and, if you use any particular service such as the Optimus Information Services, you do so subject to any additional terms and conditions that are applicable to that service. Please read these Conditions; they are important. If you do not agree to these Conditions do not use this Website or the Services. If you are entering into this these Conditions on behalf of other users (for example, you are an administrator signing up a school and its teachers), the organisation you are signing up on behalf of will be responsible for all use of the Website and Services by those other users. Please also note that a subscription to the Optimus Information Services belongs to the organisation you are signing on behalf of (for example, the school) and all log-ins to the Optimus Information Services are issued to individual users on behalf of that organisation. If an individual moves on (for example, moves to another school), that user's log-in must be disabled and can no longer be used by that individual. For the avoidance of doubt, subscriptions for organisations are typically for the use of its employees (i.e. teaching or academic staff) only and not for the use of students. A separate subscription may be purchased if an organisation wishes to grant access to its students.

1.4 We may change these Conditions or our Privacy Policy at any time by posting changes on the Website, and without giving you prior notice. If you continue to use the Website or the Services after we have posted any change to these Conditions or our Privacy Policy, you will be agreeing to any such changes.

1.5 We may, from time to time, monitor or record any use that you or anyone else makes of this Website. If you have a complaint regarding material submitted by a third party to the Website, please contact our customer services department immediately.

1.6 You must not attempt to circumvent the security features of the Website, or tamper with, hack into, or in any other way disrupt or disable any computer system, server, website, router or other device used to host the Website or the Services or make them available.

1.8 Subscriptions to the Optimus Information Services can be ordered by calling us at 0845 450 6404. If we accept your order, we will issue you with an invoice and an email confirmation. The issuing of this confirmation email by us confirms that a binding contract has been formed between us on the terms of these Conditions and the Subscription Agreement. You will also be asked to confirm acceptance of these Conditions and the Subscription Agreement when you log in to your account or any of the Optimus Information Services. Invoices are payable within 30 days.

1.9 All subscriptions to the Optimus Information Services are subject to auto-renewal. This means that when you first purchase a subscription to any of the Optimus Information Services, you are agreeing to us automatically renewing your subscription at the end of its term and issuing an invoice for a renewed period (for example, if you have a 12 month contract, we will automatically renew your subscription for a further 12 months at the end of each 12 month period). Your subscription will automatically renew in this way for successive periods unless you give us 1 month’s notice, such notice to end at the end of the then current term (i.e. you need to give us notice by the beginning of month 12 of your subscription if you do not want us to automatically renew your subscription).

1.10 Subscriptions to Optimus Information Services are available on a 21-day obligation-free basis. If, for any reason, you decide the subscription is not suitable and, provided you contact the customer service team within 21-days of receipt of your invoice (on 0845 450 6404) and quote your invoice and order detail, you can cancel your subscription. A cancellation form is available from our customer services department, so please contact us if you no longer wish to subscribe.

If paying by credit card, the full price of the purchase will be refunded either by cheque or by crediting your credit card account. If we have issued you with an invoice, you will not be required to pay it.

Please note you are not allowed to copy any of the content in the Information Services prior to cancellation and you must not retain any content post cancellation.

1.11 The Website and Services are accessed via the internet. You are responsible for the provision of and payment for the telecommunications services received by you to access the Website and Services, as well as for having suitable computer, browser, modem and other hardware, software or communications equipment necessary to enable you to access the Website and Services. Please contact our customer services department for further details of the minimum technical requirements for access to the Services. Optimus Education will not be able to issue any refunds against the charges payable under these Conditions or any other agreement between us owing to any faults with, or your failure to access, the internet.

2. Intellectual Property Rights

2.1 The Website and its content are protected by copyright, database rights, trademarks and other intellectual property rights. No right to use or license of any such intellectual property rights is granted to you except as explicitly set out in these Conditions.

2.2 Optimus, the Optimus Education logo, and Speechmark are all registered trademarks of Optimus Education or its group companies.

2.3 You may read, print and download one copy of the material and information on the Website and store it on a single computer for your personal, private use, but you must reproduce any or all copyright and other notices provided with such materials. You may not make any profit from the use of that material or information, and you may not make any other copies, or adapt, create any work derived from, republish, make available to the public, disseminate, or transmit any of it, or exploit any of it for any commercial purpose, without first obtaining our written permission.

2.4 If you submit any material for inclusion on the Website or Services (including any posting to any part of the Website), you grant us a perpetual, royalty-free, worldwide, non-exclusive licence to use, reproduce, modify, adapt, translate and make available to the public, combine or include in other works, that material and any extracts from it. We may grant sub-licences of these rights. You also warrant that you have all rights and consents necessary to submit/post such material for inclusion on the Website.

2.5 You waive your moral rights in relation to anything that you submit to us, including your right to be identified as its author.

2.6 Please do not submit any material if you do not agree to Condition 2.4 and to the waiver of rights in Condition 2.5.

3. Contributions to the Optimus Information Services

3.1 We want to encourage visitors to the Website and the Optimus Information Services to contribute to them, but we also want you to do this responsibly.

3.2 You are to abide by the following rules when contributing to the Website or the Optimus Information Services:

3.2.1 not to submit any profanity or obscenity, even if you disguise it with asterisks;

3.2.4 not to submit, or create any link to, material that is an invasion of privacy, a breach of data protection legislation, a malicious falsehood or libel defamatory, a contempt of court, or that is likely to incite or capable of inciting violence, racial hatred, sadism or cruelty or that encourages any unlawful or illegal act or omission;

3.2.5 not to submit, or create any link to, any material that is intentionally false or that is misleading, or that causes annoyance, inconvenience or needless anxiety, or that is potentially damaging or harmful;

3.2.6 to keep to the discussion topic or the subject of the current article or theme;

3.2.7 not to impersonate any person, whether a public figure or not;

3.2.8 not to state or represent falsely connections to, or affiliated with, any individual, organisation or entity;

3.2.9 not to promote or advertise, or engage in any other form of marketing, including (without limitation) chain letters or pyramid selling, even if you are acting on behalf of a non-profit-making organisation or charity;

3.2.10 not to submit, or create any link to any material that is protected by copyright, database rights or any other intellectual property rights unless you are the owner of those rights, or you have the permission of the lawful owner to publish that material in any way;

3.2.11 not to submit, or create a link to confidential information so that it would no longer be confidential;

3.2.12 not to break any law or regulation while using the Website or Optimus Information Services;

3.2.13 not to use the Website to collect personal data about other individuals;

3.2.14 not to use any oversized fonts, JavaScript, tables, headings or other advanced HTML commands use only bold or coloured fonts to emphasize your points; or

3.2.15 not to submit, or create a link to, any file that contains any virus, corrupted data, Trojan Horse or anything else that might damage, destroy or render inaccessible any data or files on any computer.

3.3 If you set up an account, you will be issued with a password to access that account. You will not disclose your password to anyone; you are responsible for all submissions to the Website made whilst the password is assigned to you. If you know or suspect that someone else is aware of your password, you must let us know immediately by contacting customer services. We may suspend or change any password if there is a breach of security or misuse of the Website or Optimus Information Services, or if we suspect that this may be the case.

3.4 We may, at our discretion, edit, block, delete or remove from the Website or the Optimus Information Services any information or other material that you may have posted or accessed, for any reason (whether or not you are in breach of these Conditions), at any time and without informing you.

3.5 We do not undertake to keep or make available any material that you or anyone else has contributed to this Website or the Optimus Information Services for any length of time, and you are advised to make a copy of any material that you wish to keep. We may delete, archive, make unavailable, modify or comment on any material, and close or suspend any discussion topic without prior notice.

3.6 You must not, nor attempt to, (i) resell; (ii) make available on a local or wide area network; (iii) link to or frame; (iv) make mass, automated or systematic extractions from; (v) include within an archival or searchable database; (vi) access remotely; or (vii) distribute externally, any information accessed or received via the Website or Optimus Information Services (in whole or in part). Any data which you access or download must be held securely in your possession and control, free from any third-party access and with all credits, legends, notices or markings maintained in full.

3.7 The Optimus Information Services include an “Ask An Expert” interactive service, whereby users can submit a question and receive an answer from one of our specialists. This feature is available “as is” on a discretionary basis and no warranty or representation is given that the service will always be made available, or that it will be uninterrupted or error-free. Answers given are for general information only and no responsibility or liability is or will be accepted by us or any of our officers, employees or agents in relation to the adequacy, accuracy, completeness or reasonableness of any answer. We reserve the right to ignore or decline to answer any question submitted using the feature. The “Ask An Expert” feature is subject to a fair use limit of 10 questions per organisation per year. The feature is available only to organisation employees (i.e. teaching staff) and not to students.

4. Data Protection and Privacy

4.1 We intend to protect the privacy of visitors to the Website and users of the Services and that of our customers and other individuals. Please read our Privacy Policy; it will help you to understand how we process your personal data. We may update our Privacy Policy at any time in accordance with the terms of the Privacy Policy.

4.2 Whenever you provide us with personal data, you are consenting to its collection and use in accordance with our Privacy Policy.

5. Conferences

5.1 Optimus Education provides conferences on various topics throughout the year. You are able to book places for these conferences via the Website, post, fax, e-mail or by telephone. Submission of a booking constitutes an offer to purchase the conference services.

5.2 When you submit a booking, we will send an email confirming receipt of your booking request. This e-mail is for information only and does not constitute our acceptance of your booking. We will be deemed to have accepted your booking when we issue our invoice for the services, at which point a binding contract shall be formed between us. If your booking cannot be accepted for any reason, we will notify you.

5.3 Invoices are payable within 30 days and, in any event, prior to the conference date. If you fail to make payment in full within 14 days of receiving a payment reminder, we may cancel your booking. If payment has not been received prior to the conference, the attendee(s) must sign an attendance slip on arrival. Non-attendance at a conference (for whatever reason) does not negate your liability to pay our invoice.

5.4 Substitutions are welcome at any time. To make a substitution, please contact the conference customer service team on 020 3325 0370. There will be no additional charge for delegate name changes.

5.5 If you decide to cancel your booking (or any part thereof), you may do so prior to the date of the conference by writing to us at Optimus Conference Customer Services, subject to the following (except in the case of Unlimited CPD members, for whom clause 5.8 applies):

5.5.1 Written cancellations made no less than 4 weeks before the conference date will be subject to a full refund if paid, or the cancellation of the invoice if unpaid.

5.5.2 Written cancellations made less than 4 weeks, but no less than 2 weeks, before the conference date will remain liable for 50% of the invoice amount. If the invoice has been paid, a 50% refund shall be issued. If payment has not been made, you must pay 50% of the total amount within 7 days of cancellation.

5.5.3 Written cancellations made less than 2 weeks before the conference date of the will not be entitled to any refund. If the invoice remains outstanding on cancellation, it must be paid in full within 7 days.

5.6 Optimus Education reserves the right to alter the conference programme without prior notice due to unforeseen circumstances.

5.7 We also reserve the right in our absolute discretion and without further liability to cancel any conference or event, in which case any booking charges paid by you will be refunded. However, in such circumstances Optimus Education cannot be held responsible for hotel or travel expenses which you are unable to recoup as a result of a conference or event being cancelled.

5.8 Users in receipt of the “Unlimited CPD” Optimus Information Services are able to book conferences in accordance with this clause 5 without charge, subject to the following supplemental terms:

5.8.1 You acknowledge that conferences are subject to availability and bookings are taken on a first come, first served basis. No guarantee is given that spaces will be available for a given conference.

5.8.2 You are entitled to book a place for one delegate per conference. Additional delegate places can be purchased (subject to availability) at a discount of 50% on the standard pricing.

5.8.3 You must notify us if you wish to cancel the booking at least 2 weeks before the conference date. In the event of non-attendance without at least 2 weeks’ notice of cancellation, a fee of £100.00 shall be payable to Optimus Education.

5.8.4 No refunds or other compensation shall be payable in the event that a conference is varied, cancelled or rescheduled.

5.8.5 In the event that you book and attend any conferences within the 21 day no obligation period of your Optimus Information Services subscription and subsequently cancel your subscription within that period, you shall become liable for the full booking fees in respect of such conferences. We shall issue an invoice for the relevant amount following cancellation of your subscription, which must be paid in accordance with clause 5.3.

5.8.6 In the event that you book any conferences which take place after termination or expiry of your Optimus Information Services subscription (for example, because you cancel within the 21 day no obligation period, or cancel renewal of your subscription), you shall become liable for the full booking fees in respect of such conferences. We shall issue an invoice for the relevant amount following termination or expiry of your subscription, which must be paid in accordance with clause 5.3.

6. Books, eBooks and Training Packages

6.1 You may order books and training packages, as well as other products and services we may make available from time to time, via our Website or by telephone or post. eBooks can only be ordered via the Website. For orders via the Website, you will be required to choose a contact email address and password. You are responsible for all sessions and transactions undertaken using these details. You should keep your password safe and not disclose it to anyone. You should change it immediately if you feel it has been compromised. If any of your details change, you must inform Optimus Education as soon as possible. You may update your details by signing into your account on the Website, and updating the relevant section.

eBooks

6.2 eBooks can only be purchased by credit/debit card via the Website (e-mail, fax, or purchases attempted by any other method will not be accepted). Following receipt of an order for an eBook (or any part of an order which relates to eBooks), payment shall be taken from your debit/credit card and we will send you an order confirmation e-mail and an e-mail with instructions on accessing and downloading your eBook. Your eBook can be accessed immediately through My Account under the 'My Books' tab. Please note that once an eBook is purchased, you cannot cancel a contract and payments for eBooks cannot be refunded.

Books & Training Packages

6.3 In the case of any order for Books, training materials or other physical goods, the following provisions of this clause 6 shall apply.

6.4 Following receipt of an order for Books via the Website or telephone, we shall issue an e-mail with confirmation of your order. This is for information only and shall not constitute our acceptance of your offer. There will be no binding contract between us until Optimus Education has provided you with an invoice for the charges payable (if applicable) or a dispatch confirmation of your order, whichever is earlier. Optimus Education reserves the right to not accept your order in the case of a lack of stock, or obvious errors or inaccuracies regarding the goods or prices appearing on the Website and made available via our Optimus Information Services. If an error or inaccuracy is discovered with regard to the advertised price of the goods (or their availability) that you have ordered, we will contact you as soon as possible to inform you of the correct price of the goods and expected delivery, and to ask you if you wish to continue with the order at the amended price/delivery timetable, or to cancel the order altogether.

6.5 If you are paying by credit or debit card, payment is taken immediately after the order has been placed. In the event that we do not accept your order for any reason, your payment will be refunded. If for some reason your credit card is declined or not approved, we will not ship the goods until full payment has been received.

6.6 We may (at our sole discretion) agree to supply goods to customers on invoice terms, subject to satisfactory credit checks. If we do so, an invoice will be issued together with our order acceptance e-mail. Payment must be made to Optimus Education within 30 days of receipt of the goods or invoice date (whichever is earlier). Payment can be made by cheque, BACS or credit card. Until payment has been made, you will be responsible for any loss or damage to your order (unless caused by Optimus Education). If payment is not received within 30 days, Optimus Education may require you, upon reasonable notice, to return the goods to Optimus Education, failing which Optimus Education may take debt recovery action and/or legal proceedings to recover the goods or their equivalent value.

6.7 Orders from individuals wishing to make a personal purchase or from schools based overseas can be settled only by payment in advance by debit or credit card, unless we agree otherwise.

6.8 All prices exclude postage and packaging costs, which will be payable in addition and are detailed below, see section 8.4. Promotions apply to listed titles only, which are subject to change and availability. If you choose to purchase a product from a multi-buy offer, but do not purchase sufficient products to qualify for the promotional discount, the products will be charged at the normal price.

6.9 Optimus Education will post the goods ordered by you to the person and address you provide to Optimus Education at the time you place your order. For goods delivered outside of the EU, the consignee will be the declarant and importer into the country for which the consignment is destined. The consignee will be responsible for both customs clearance and payment of customs duties and local taxes where required. Delivery will be made as soon as possible after your order is accepted and in any event within 30 days of the date you ordered (subject to stock availability). Subject to us having received payment in full, you will become the owner of the goods ordered when the goods have been despatched to you from our distribution centre. Any charges levied in relation to customs clearance must be borne by you.

6.10 You may cancel a contract and return physical goods (such as books and training materials) at any time up to the end of the 21st day from the day after you receive the goods. You do not need to provide Optimus Education with a reason for returning your goods, but you should inform us of your intention to cancel the contract by contacting our customer services team on 0845 450 6407. You will be responsible for returning the goods to us within 14 days of notifying us of your intention to cancel and must also cover the cost of returning the goods to us. Goods should be returned to: Optimus Education, c/o Returns Department, NBN International, 10 Thornbury Road, Plymouth, PL6 7PP.

6.11 If you cancel a contract in accordance with clause 6.10 above, Optimus Education will:

6.11.1 refund you the price you paid for the goods. However, please note we are permitted by law to reduce your refund to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop and which affects our ability to resell them; and

6.11.2 refund any delivery costs you have paid to us, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method). For example, if we offer delivery of goods within 3-5 days at one cost but you choose to have the goods delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.

6.12 Once you have notified Optimus Education that you are cancelling your contract for the purchase of goods, any sum debited to Optimus Education from your credit/debit card will be refunded either by cheque or by crediting the original credit/debit card, within 30 days of your order (if we haven’t dispatched the goods) or 30 days of you returning the goods to us.

6.13 Please contact the customer service team on 0845 450 6407 for clarification on terms and conditions of purchase and return timelines when required.

7. Training Delivered In-School

7.2 Your training requirements and the fees payable by you will be discussed with the Head of Training and confirmed in writing before an invoice is sent to you.

7.3 Payment for training must be made within 30 days of receipt of any relevant invoice and, in any event, in advance of the training taking place.

7.4 You will be responsible for purchasing any materials necessary for the proper delivery of the training session(s). Purchase of the training materials is a pre-requisite to training being delivered.

7.5 The appointed trainer will contact you to arrange dates for training (unless otherwise agreed in advance) and to discuss relevant arrangements, including your organisation’s priorities and learning objectives for the training session(s).

7.6 All reasonable expenses (e.g. for travel and accommodation) of the trainer are payable in addition to the cost of training. An invoice will be issued for such expenses after the training has taken place and will be payable within 30 days.

7.7 If you decide to cancel the training, you may do so by contacting us in writing via the Conference customer services team at Optimus Education, subject to the following:

7.7.1 Written cancellations made no less than 4 weeks before the agreed date of the training will be subject to a full refund if paid, or the cancellation of the invoice if unpaid.

7.7.2 Written cancellations made less than 4 weeks, but no less than 2 weeks, before the agreed date of the training will remain liable for 50% of the invoice amount. If the invoice has been paid, a 50% refund shall be issued. If payment has not been made, you must pay 50% of the total amount within 7 days of cancellation.

7.7.3 Written cancellations made less than 2 weeks before the agreed date of the training will not be entitled to any refund. If the invoice remains outstanding on cancellation, it must be paid in full within 7 days of cancellation.

7.8 Rearranging or rescheduling dates for the training may be possible in exceptional circumstances with the mutual agreement of the trainer and customer but we shall not be obliged to do so.

7.9 If, due to unforeseen circumstances, the trainer is unavailable to attend on the agreed date/dates, and a suitable replacement cannot be found, an alternative date may be offered or a full refund will be given, or the invoice cancelled.

7.10 Please contact the Conference Customer Service Team on 020 3325 0370 for clarification on terms and conditions of purchase and return timelines when required.

8. Delivery

8.1 We are not able to guarantee delivery times but, as a guide, if you are located within the UK your order should usually arrive within 7 working days (unless notified otherwise) of us dispatching your order. Please allow up to two weeks for deliveries outside the UK. If you have not received your order within these time frames, please contact us.

8.2 Please note that most of our parcels are shipped using Royal Mail and are not always trackable. Should you require your item(s) to be tracked, or if your order is particularly urgent and you would like to arrange a fast delivery, please contact our customer services team on 0845 450 6407 who can discuss delivery options with you.

8.3 eBooks can only be purchased by using a credit/debit card and downloaded using the easy download and storage instructions from the Website.

8.4 Postal rates will vary depending on the weight and size of the order and the destination of delivery. For details of our current delivery rates, please see below.

Weight

Zone

Price

0-11kg

UK

£6.50

0-11kg

Europe

£11.50

0-11kg

Rest of world

£15.00

11+-20kg

UK

£11.50

11+-20kg

Europe

£15.50

11+-20kg

Rest of world

£19.00

20kg+

UK

£15.50

20kg+

Europe

£19.00

20kg+

Rest of world

£25.00

9. Third Party Goods, Services, Contributions and Links

9.1 If you purchase or acquire goods or services from any third parties that you have linked to or been directed to via the Website, any contract you enter into with those third parties and any use you make of their website and services is a transaction between you and the relevant third party and does not include Optimus Education. As such, Optimus Education cannot be held liable in any way for any transactions between you and any such third party.

9.2 Any opinion, advice, statement, service, offer, or information or content provided or made by any third party on the Website, or on any website to which the Website is linked, is that of the author or provider, and not of Optimus Education. We do not endorse, and cannot be held responsible for, the accuracy or reliability of any such opinion, advice, statement, service, offer, information or content.

9.3 Where content or information or services available via the Website has been supplied by a third party, we do not control or endorse it in any way. All information, content and services supplied by third parties are made available in good faith, but we do not (to the extent allowed by the law) accept responsibility for their accuracy or use.

9.4 We make no representation and give no warranty about any other websites or any opinion, advice, statement, offer, information or content on them or goods or services offered by them. We have no control over their content or availability. We cannot be held liable for any loss or damage caused by or in connection with any use of, or reliance on, any information, materials, goods or services available on or through any other website.

9.5 All concerns regarding other websites linked to by the Website must be taken up with that company or website provider.

10. Accuracy of Information

10.1 Whist we endeavour to ensure that any information and content on the Website and through any of the Optimus Information Services, is accurate and true, we cannot make legal representation and give a legal warranty that all information or content is accurate, non-infringing of third party rights, up to date and complete. We cannot accept liability for any loss or damage caused by inaccurate, out of date or incomplete information or content.

10.2 If you find any inaccurate, out of date or incomplete information or content on the Website or the Services, or if you suspect there is an infringement of intellectual property rights or unlawful acts, please advise us immediately by contacting our customer services department.

10.3 You should independently verify any information and content on the Website or the Services before relying on it. The information and content on, and software available through, the Website and the Services are not intended to address any particular requirements; they do not constitute any form of advice or recommendation by Optimus Education and are not intended to be relied upon when making (or refraining from making) any decision.

11. Our Liability

11.1 Conditions 9 and 10 above make clear our liability for the use or misuse of the information or advice supplied by this Website.

11.2 We do not exclude our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

11.3 The material displayed on the Website is provided without any guarantees, conditions or warranties as to its accuracy. Subject to the above qualifications, to the extent permitted by law, we and third parties connected to us hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity

11.4 We have no liability for the inability of anyone to access the Website or Services or any information or material on it, and we do not warrant that the Website or the Services will operate without interruption, will always be available or will always remain in its current format or structure.

11.5 We are not responsible for, and will have no liability for, any error or corruption or breach of security resulting from the transmission of any information or material over any telecommunications network.

11.6 Subject to Condition 11.2 Optimus Education will not be liable for any of the following types of loss, whether direct or indirect and howsoever caused: any loss of business, contracts profit, anticipated savings, revenue or goodwill, loss or corruption of data, lost or wasted management time, overhead costs and expenses or any other indirect or consequential loss.

11.7 In no event shall Optimus Education's liability to you exceed any amounts you have paid to Optimus Education Limited at the time you make any claim against Optimus Education Limited.

12. General

12.1 No delay, neglect or forebearance on our part in enforcing any of these Conditions will be, or be deemed to be, a waiver; nor will it prejudice any of our rights.

12.2 If any of these Conditions is (for any reason) held to be unenforceable, illegal or in some other way invalid, the unenforceable, illegal or invalid provision will not affect the remainder of these Conditions; and they will continue in full force and effect.

12.3 These Conditions are governed by English law and you agree to submit to the non-exclusive jurisdiction of the courts of England.

12.4 No party shall be liable to the other for any delay or non-performance of its obligations under these Conditions arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.

12.5 Optimus Education operates a complaints handling procedure which exists to try to resolve disputes when they first arise. If you have a complaint or other customer service issue, please contact customer services.

12.6 These Conditions, together with the Subscription Agreement, Privacy Policy, current Website and Services prices, delivery details and Optimus Education contact details, set out the whole of our agreement relating to the supply of the Services and any goods to you by Optimus Education. Nothing said by any sales person on behalf of Optimus Education shall be deemed as a variation of or addition to these Conditions or as an authorised representation about the nature or quality of any goods or services offered for sale by Optimus Education. Optimus Education shall have no liability for any such representation being untrue or misleading.

12.7 We may vary these Conditions at any time. If we do so, we will use our reasonable endeavours to notify you, for example by posting about the changes on the Website or by contacting you by e-mail. No addition to or modification of any provision of these Conditions that you propose will be binding on us unless made in writing and signed by our duly authorised representative. 'Writing' includes email.

12.8 Optimus Education may transfer our rights and obligations under these Conditions or any contract formed under them to another organisation, but this will not affect your rights or our obligations under these Conditions.

12.9 You may only transfer your rights or your obligations under these Conditions or any contract formed under them to another person if we agree in writing.

12.10 Any contracts formed under these Conditions are between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

13. Competitions

13.1 If you win a Competition, you agree that Optimus Education may use your name, location and other personal details to announce the winner(s) of the Competition and for any other reasonable and related promotional purposes.

13.2 By entering a Competition, you agree that any personal information provided by you with the competition entry may be held and used by Optimus Education and/or its agents and suppliers to administer the Competition. You confirm that you have read and agree to our Privacy Policy.

13.3 By entering a Competition, you are agreeing to be bound by these terms and conditions. Optimus Education may, at its sole discretion, exclude you from participating in the Competition if it believes there has been a breach of these terms and conditions. Optimus Education also reserves the right to hold void, suspend, cancel or amend a Competition where it becomes necessary to do so.

14. Standard Terms and Conditions for Exhibitors

In these conditions the term ‘Organiser’ means Optimus Education or any of its subsidiaries, the term ‘Exhibitor’ means the party who places an order for an exhibition stand, conference sponsorship or insert. All orders accepted for events by the Organiser are subject to the following conditions. No other conditions will be binding unless agreed in writing by the Organiser and the Exhibitor. The placing of any order by an Exhibitor will be subject to these conditions. Acceptance of an order is at the Organiser’s complete discretion.

Construction

a. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

b. a reference to a party includes its successors or permitted assigns;

c. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

d. any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

e. a reference to writing or written includes faxes and e-mails.

Orders

1. All Exhibitors must submit their order by completing, signing and returning the order form.

2. In no circumstances does the placing of an order confer the right to renew on similar terms to a previous order made by the Exhibitor.

3. The Organiser reserves the right to increase rates at any time, save in respect of orders already accepted by the Organiser.

Payment

4. The Organiser shall invoice the Exhibitor after it accepts the Exhibitor’s order. The Exhibitor’s invoices must be settled within 30 days of the invoice date or immediately if the event takes place fewer than 30 days from the booking date. Each Exhibitor undertakes to ensure that payment is made in full by the due date. If an Exhibitor fails to pay their invoice in full prior to the event to which that invoice relates, attendance to that event will be refused.

5. If an invoice is overdue the Organiser reserves the right to levy a surcharge of no more than 3 per cent of the total invoice amount for each 7 day period during which payment is delayed and to suspend attendance of all future events.

6. The Organiser may at any time instruct a debt collection agency to recover any sum due. Any costs or charges incurred by the Organiser as a result of such instruction will be payable by the Exhibitor to the Organiser on demand.

7. The Exhibitor warrants that its presence at an event will comply with the British Code of Advertising and Sales Promotion and all relevant legislation and industry guidelines and will not breach any third party rights or be otherwise unlawful.

Cancellation

8. The Organiser reserves the right to refuse, withdraw or cancel stands, sponsorship or inserts submitted to it, as well as cancel the event itself, at its absolute discretion. In the event that the withdrawal or cancellation is the fault of the Organiser (for example, due to insufficient delegates attending the event), a full refund will be given in respect of that booking.

9. The Organiser reserves the right to revise the layout of the Exhibition at any time.

10. If the Exhibition is postponed, cancelled or abandoned by reason of war, fire, storm, explosion, natural disaster, national emergency, labour dispute, strike, lock-out, terrorist threat, civil disturbance, inevitable accident, force majeure, the non-availability, either wholly or partially, of the Exhibition premises, or any other cause not within the control of the Organiser, the Organiser shall be under no liability to the Exhibitor in respect of any actions, claims, losses (including consequential losses) costs or expenses whatsoever which may be brought against or suffered or incurred by the Exhibitor, as the result of the happening of any such events. The Organiser strongly advises the Exhibitor to insure themselves against such eventualities upon the booking of their Exhibition space.

11. If the Exhibitor wishes to cancel its order for inserts, stands and/or sponsorships, it must request to do so in writing. Cancellations must be received no less than three months prior to the date of the event in order for the Exhibitor to qualify for a refund which will not exceed 50% of the invoiced sum for that specific event. Written cancellations received no more than three months and no less than one calendar month prior to the date of the event will qualify to receive a refund of no more than 25% of the sum of the invoice for that specific event.

12. The Exhibitor will be liable to pay for any exhibition booking in full where notice is not received within the cancellation period referred to in clause 11 above.

Liability and Indemnity

13. Nothing in these Terms and Conditions excludes the Organiser’s liability for: (a) fraud; (b) for death or personal injury caused by the Organiser’s negligence, or the negligence of its employees, agents or subcontractors; or (c) for any other liability to which it is not lawful to limit.

14. Subject to clause 13, the Organiser shall under no circumstances be liable to the Exhibitor whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, business, revenues, costs, expenses, damage, or any direct, indirect or consequential loss arising under or in connection with the contract between the Exhibitor and the Organiser. For the avoidance of doubt this exclusion of liability includes all losses resulting from the delay or the failure of an insert, stand or sponsorship to appear on the date(s) specified in any order, from the delay or failure of any event to occur, or from the discontinuance of any event.

15. Subject to clause 13, the Exhibitor’s total liability to the Organiser in respect of all other losses arising under or in connection with the contract between the Organiser and the Exhibitor, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price paid by the Exhibitor under the contract.

16. The Exhibitor will indemnify the Organiser against any losses, costs, expenses and damage (whether direct or consequential) including without limitation, any economic loss or other loss of profits or goodwill incurred by the Organiser in connection with the insert, stand or sponsorship as a result of a breach or alleged breach of any warranty hereunder.

17. Series discounts apply only to orders placed in advance and completed within one year of the first event. If the Exhibitor cancels the balance of a series all unearned series discounts will be surcharged. The Organiser reserves the right to surcharge in the event of bookings not being completed within the contractual period.

Materials

18. Where the Exhibitor has booked an insert, the Exhibitor will remain liable for full payment if the inserts are not delivered to the Organiser at the agreed time and place for approval and insertion. If the insert, when delivered, exceeds the agreed weight the Organiser retains the right to charge extra costs arising from this weight increase to the Exhibitor.

19. Materials and information must be supplied by the Exhibitor by the deadlines specified by the Organiser for each event. In the event of materials or information not being received by the deadline, the Organiser reserves the right (a) to use information held from a previous event or otherwise to determine the materials to be used; (b) to not use any materials and still charge the Exhibitor the full amount due for the space booked; and (c) to charge the Exhibitor for any extra costs directly incurred by the Organiser as a result of late provision of materials.

20. Proofs sent to the Exhibitor for correction, which are not received back by the Organiser by the relevant deadline, will be assumed to be correct.

21. Materials must conform strictly to the Organiser’s requirements and any additional work required by the Organiser to ensure materials meet set requirements involved will be charged for including the cost of making duplicate films or any necessary reprographic, origination or colour processing work.

Preparing and Removing the Exhibition Stand

22. The Exhibitor, its servants, agents, employees and contractors may enter the exhibition area for the purpose of erecting and preparing its exhibits [one day before] the event, or as shall be agreed by the Organiser in writing.

23. All exhibition stands must be completely removed during the [3 hours following the event OR by 5pm on the day after the event], or as otherwise agreed between the Organiser in writing. The Organiser may remove any property left by the Exhibitor at the event after the said time and the costs of such removal shall be paid by the Exhibitor on demand.

Insurance of Exhibits

24. The Exhibitor shall be responsible for the insurance of all stands and other exhibition materials.

25. The Organiser does not accept responsibility for any loss or damage from any cause whatever, in respect of any property brought to the Exhibition premises by the Exhibitor or its servants, agents, sub-contractors or any other persons.

Intellectual Property

26. For the purpose of these terms and conditions, ‘Intellectual Property Rights’ means copyright and related rights, trade marks, business names, design rights, copyright, internet domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered.

27. The Exhibitor warrants that it owns the Intellectual Property Rights in the materials submitted by the Exhibitor to the Organiser and grants the Organiser a non-exclusive license to use the these materials and any relating copyright, as well as the Exhibitor’s trademarks and/or business names in the inserts, publications, marketing literature and on the Organiser’s website for the sole purpose of the event.

Communications

28. Any notice or other communication given to a party under or in connection with the contract between the Organiser and the Exhibitor shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

29. A notice or other communication shall be deemed to have been received: (a) if delivered personally, when left at the party’s address referred to in clause 29; (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; (c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, (d) if sent by by fax or e-mail, one Business Day after transmission.

30. The provisions of clauses 29 and 30 shall not apply to the service of any proceedings or other documents in any legal action.

General

31. Failure by the Organiser to insist upon strict performance by the Exhibitor of any of these Terms and Conditions shall not operate as a waiver or otherwise release or in any way affect the liability of the Exhibitor under these Terms and Conditions.

32. These Terms and Conditions shall be governed and construed in accordance with the laws of England and Wales and the Organiser and Exhibitor hereby agree to submit to the exclusive jurisdiction of the English courts regarding matters in relation to these Terms and Conditions.

33. The Exhibitor shall not assign or transfer its rights or obligations under the contract between the Organiser and the Exhibitor (or any part), without the prior written consent of the Organiser.

34. If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and Conditions and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

35. These Terms and Conditions are governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.

36. Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

37. All third party rights are excluded and no third party shall have any right to enforce any of these Terms and Conditions. This shall not apply to members of the Organiser’s group from time to time who shall, subject to the Organiser’s consent, have the right to enforce the Organiser’s rights as if they were the Organiser.

38. The Organiser may modify these Terms and Conditions from time to time and any modifications will become binding on the Exhibitor when the Organiser has given notice.